EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2005 • MetaMorphix Inc. • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of September 5, 2000, by and between METAMORPHIX, INC., a Delaware corporation with its principal place of business at 1450 South Rolling Road, Baltimore, Maryland 21227 (hereinafter referred to as the “Employer”) and RONALD L. STOTISH, PH.D., a Pennsylvania resident (hereinafter referred to as the “Employee”).
FIRST AMENDMENT OF LEASE AND EXTENSION OF TERM AGREEMENTLease and Extension of Term Agreement • May 2nd, 2005 • MetaMorphix Inc.
THIS FIRST AMENDMENT OF LEASE AND EXTENSION OF TERM AGREEMENT (this “Amendment”) is entered this 31th day of July, 2002, but deemed effective, unless specifically indicated otherwise, June 1, 2002 (the “Effective Date”) by and between HAUSSLER OFFICE PARK, L.P. (“Landlord”), and MMI GENOMICS, INC. (“Tenant”).
As of October 1, 2003MetaMorphix Inc. • May 2nd, 2005
This letter (the “Amendment and Agreement”) will serve as confirmation of the agreement by Applera Corporation, acting through Celera, and the Company to the following:
SUBLEASESublease • May 2nd, 2005 • MetaMorphix Inc. • Maryland
This Sublease, dated as of this 23 day of November, 2004, by and between MetaMorphix, Inc. (“Sublandlord”), a Delaware corporation, and Chesapeake PERL, Inc. (“Subtenant”), a Maryland corporation, is entered into with reference to the following facts:
CONSENT TO SUBLEASESublease • May 2nd, 2005 • MetaMorphix Inc.
The undersigned, the Landlord under that certain Lease (the “Lease”) dated November 23, 2004, by and between METAMORPHIX, INC., as Tenant, and COLUMBIA ACQUISITION, L.L.C., as Landlord (“Landlord”), for premises (“Premises”) located at 8510 Corridor Road, Savage, Maryland as more particularly set forth in the Lease, does hereby consent to the attached Sublease Agreement (the “Sublease Agreement”), between METAMORPHIX, INC. (“Sublessor”) and CHESAPEAKE PERL, INC. (“Sublessee”).
AMENDMENT NO.1 TO LICENSE AGREEMENT AND SUBSCRIPTION AGREEMENTLicense Agreement and Subscription Agreement • May 2nd, 2005 • MetaMorphix Inc. • New York
THIS AMENDMENT NO, 1 to the Livestock Database License Agreement effective as of February 28, 2002 (the “License Agreement”) and to the Subscription Agreement effective as of February 28, 2002 (the “Subscription Agreement”) is made as of June 17, 2003 by and between Applera Corporation, a Delaware corporation (successor to its wholly-owned subsidiary PE CORPORATION (NY), a New York corporation), through the Celera Genomics Group (“Celera”) having a place of business at 45 West Gude Drive, Rockville, MD 20850, and METAMORPHIX, Inc., a Delaware corporation (“MetaMorphix”) having its principal office at 8510 A Corridor Road, Savage, MD 20763.
LEASE AGREEMENTLease Agreement • May 2nd, 2005 • MetaMorphix Inc.
THIS LEASE AGREEMENT is dated this 18 day of December, 2001, between Columbia Acquisition, LLC (“Landlord”), the managing member of which is The Prudential Insurance Company of America and the Tenant named below.
THIRD ALLONGE TO PROMISSORY NOTEPromissory Note • May 2nd, 2005 • MetaMorphix Inc.
THIS THIRD ALLONGE TO PROMISSORY NOTE (“Third Allonge”), is effective the 26th day of January, 1999, by and between METAMORPHIX, INC., a Delaware Corporation (the “Maker”) and GENETICS INSTITUTE, INC. a Delaware Corporation (the “Lender”).
CROSS-LICENSE AGREEMENTCross-License Agreement • May 2nd, 2005 • MetaMorphix Inc.
This Agreement (the “Agreement”) is entered into as of October 14, 2002 (the “Execution Date”) by and between Wyeth (formerly, American Home Products Corporation) by and through Genetics Institute, L.L.C. (formerly Genetics Institute, Inc.), a Delaware limited liability company with a business address at 87 CambridgePark Drive, Cambridge, Massachusetts 02140 (“GI”) and MetaMorphix, Inc., a Delaware corporation with a business address at 8510A Corridor Road, Savage, Maryland 20763 (“MetaMorphix”). GI and MetaMorphix may each be referred to herein individually as a “Party” and collectively as the “Parties”.
September 8, 2003MetaMorphix Inc. • May 2nd, 2005
This letter will serve as confirmation of the agreement by Applera Corporation, acting through Celera, and MetaMorphix, Inc. to amend the License Agreement to extend certain option and payment deadlines as follows:
LIMITED LIABILITY COMPANY AGREEMENT of WILLMAR/METAMORPHIX TURKEY JOINT VENTURE, LLCLimited Liability Company Agreement • May 2nd, 2005 • MetaMorphix Inc. • Delaware
WILLMAR POULTRY COMPANY, INC., a corporation duly incorporated pursuant to the laws of Minnesota with principal place of business at Box 753, Willmar, Minnesota 56201-0753 USA (Hereinafter referred to as “WILLMAR”)
Re: Livestock Database License Agreement effective as of February 28, 2002 by and between Applera Corporation, a Delaware corporation (successor to its wholly-owned subsidiary PE CORPORATION (NY), a New York corporation), through the Celera Genomics...MetaMorphix Inc. • May 2nd, 2005
This letter will serve as confirmation of the agreement by Applera Corporation, acting through Celera and MeteMorphix, Inc. to emend the License Agreement to extend certain option and payment deadlines as follows:
SECURITY AGREEMENTSecurity Agreement • May 2nd, 2005 • MetaMorphix Inc.
THIS SECURITY AGREEMENT (the “Agreement”) is made this 28th day of April, 2005, between GENETICS INSTITUTE, LLC, a Delaware limited liability company, its successors and assigns (the “Lender”), and METAMORPHIX, INC., a Delaware corporation, its successors and assigns (the “Debtor”).
CONFIDENTIAL JOINT DEVELOPMENT AND JOINT MARKETING AGREEMENT BETWEEN METAMORPHIX, INC. AND EXCEL CORPORATION AND CARGILL, INCORPORATEDJoint Development and Joint Marketing Agreement • May 2nd, 2005 • MetaMorphix Inc. • Delaware
This Joint Development and Joint Marketing Agreement (the “Agreement”) is entered into as of May 6, 2002 (the “Effective Date”) by and between METAMORPHIX, INC., a Delaware corporation, having a place of business at 8510A Corridor Road, Savage, Maryland 20763 (“MMI”) and EXCEL CORPORATION, a Delaware corporation and a subsidiary of Cargill, Incorporated, having a place of business at 151 North Main Street, Wichita, Kansas 67202 (“Excel”), and — CARGILL, INCORPORATED, a Delaware corporation, through its Caprock business unit, having a place of business at 15407 McGinty Road West, Wayzata, Minnesota 55391 (“Caprock”)(Excel and Caprock may be collectively referred to herein as the “The Cargill Entities”), each hereinafter individually referred to as the “Party” and collectively as the “Parties.”
LIVESTOCK DATABASE LICENSE AGREEMENTDatabase License Agreement • May 2nd, 2005 • MetaMorphix Inc. • New York
This LIVESTOCK DATABASE LICENSE AGREEMENT (“Agreement”) is entered into as of this 28th day of February, 2002 (the “Effective Date”) by and between PE CORPORATION (NY), a New York corporation, through the Celera Genomics Group (“Celera”), having a place of business at 45 West Gude Drive, Rockville, Maryland 20850 and METAMORPHIX, INC., a Delaware corporation (“MMI”), having a principal place of business at 1450 South Rolling Road, Baltimore, Maryland 21227.
May 28, 2004MetaMorphix Inc. • May 2nd, 2005
This Amendment No. 5 shall serve as confirmation of the agreement by Applera Corporation, acting through its Celera Genomics Group, to amend the License Agreement (most previously amended by the letter agreement dated October 1, 2003) as follows:
FOURTH AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • May 2nd, 2005 • MetaMorphix Inc.
This Fourth Amendment to Consulting Agreement (the “Amendment”) is made and entered into as of April 1, 2000 (the “Effective Date of this Agreement”), on this 6 day of June, 2000, by and between Se-Jin Lee, M.D., Ph.D. (the “Consultant”) and MetaMorphix, Inc., a Delaware Company (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2005 • MetaMorphix Inc. • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 1st day of January, 1998 by and between METAMORPHIX, INC., a Delaware corporation (hereinafter referred to as the “Employer”) and EDWIN C. QUATTLEBAUM, PH.D., a Maryland resident (hereinafter referred to as the “Employee”).
FOURTH ALLONGE TO PROMISSORY NOTEPromissory Note • May 2nd, 2005 • MetaMorphix Inc.
THIS FOURTH ALLONGE TO PROMISSORY NOTE (“Fourth Allonge”), is made as of January 1, 2005 on this 28th day of April, 2005, by and between METAMORPHIX, INC., a Delaware corporation with a business address of 8000 Virginia Manor Road – Suite 140, Beltsville, Maryland 20705 (the “Maker”) and GENETICS INSTITUTE, LLC, a Delaware limited liability company, successor-in-interest to Genetic Institute, Inc., a Delaware corporation (the “Lender”).
ContractMetaMorphix Inc. • May 2nd, 2005 • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ANY STATE SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED BY THE HOLDER IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE NOTE UNDER SUCH ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractMetaMorphix Inc. • May 2nd, 2005
THIS FIRST ALLONGE TO PROMISSORY NOTE (“Allonge”), is effective the 18th day of August, 1998, by and between METAMORPHIX, INC. (the “Maker”) and GENETICS INSTITUTE, INC. (the “Lender”).
ContractPromissory Note • May 2nd, 2005 • MetaMorphix Inc.
THIS SECOND ALLONGE TO PROMISSORY NOTE (“Second Allonge”), is effective the 30th day of October, 1998, by and between METAMORPHIX, INC. (the “Maker”) and GENETICS INSTITUTE, INC. (the “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2005 • MetaMorphix Inc. • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of May 31, 2004, by and between METAMORPHIX, INC., a Delaware corporation with its principal place of business at 8510 A Corridor Road, Savage Maryland 20763 (hereinafter referred to as the “Employer”) and THOMAS P. RUSSO, a Maryland resident (hereinafter referred to as the “Employee”).
LICENSE AGREEMENTLicense Agreement • May 2nd, 2005 • MetaMorphix Inc. • California
Effective this 17th day of September, 2004 (“EFFECTIVE DATE”), GENETIC TECHNOLOGIES LIMITED, having an office at 60 Hanover Street, Fitzroy, Victoria 3065, Australia (“GTG”) and METAMORPHIX, INC., a Delaware corporation, having an office at 8510A Corridor Road, Savage, Maryland 20763 (“LICENSEE”), agree as follows:
AMENDED AND RESTATED COLLABORATION AGREEMENT by and among GENETICS INSTITUTE, INC. and THE JOHNS HOPKINS UNIVERSITY and METAMORPHIX, INC. January 26, 1999Collaboration Agreement • May 2nd, 2005 • MetaMorphix Inc.
THIS AMENDED AND RESTATED COLLABORATION AGREEMENT (together with the attached Schedules, the “Agreement”) is entered into as of January 26, 1999 by and among Genetics Institute, Inc., a Delaware corporation with a business address at 87 CambridgePark Drive, Cambridge, Massachusetts 02140 (“GI”), The Johns Hopkins University, a non-profit educational institution with a business address at 720 Rutland Avenue, Baltimore, Maryland 21205 (“JHU”) and MetaMorphix, Inc.. a Delaware corporation with a business address at 1450 South Rolling Road, Baltimore, Maryland 21227 (“MetaMorphix”). GI, JHU and MetaMorphix may each be referred to herein individually as a “Party” and collectively as the “Parties”.
METAMORPHIX, INC. SHAREHOLDERS AGREEMENT Dated as of February 28, 2002Shareholders Agreement • May 2nd, 2005 • MetaMorphix Inc. • Delaware
This SHAREHOLDERS AGREEMENT (the “Agreement”) is dated as of the 28th day of February, 2002, and is entered into by and among MetaMorphix, Inc. (the “Company”), a Delaware corporation, and each of the several shareholders of the Company executing a counterpart of this Agreement from time to time and so long as such parties hold any Shares (each, a “Shareholder” and collectively, the “Shareholders”).
Confidential Treatment Requested. Confidential portions of this agreement have been redacted and have been separately filed with the Commission] VIDO TECHNOLOGYAgreement • May 2nd, 2005 • MetaMorphix Inc. • Saskatchewan
THE UNIVERSITY OF SASKATCHEWAN, a corporation pursuant to an Act of the Government of Saskatchewan, as represented by the Veterinary Infectious Disease organization; a division of the University of Saskatchewan which has its principal offices located at 120 Veterinary Road, on the campus of the University of Saskatchewan,
